UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
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Commission File Number 001-31669
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TARI INC.
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(Exact name of registrant as specified in its charter)
Nevada 98-0348905
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(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1029 Logan Avenue
Toronto, Ontario Canada M4K 3E7
(Address of principal executive offices) (Zip Code)
(416) 406-5502
Registrant’s telephone number, including area code
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(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYesoNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
þYes¨No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.oYesoNo
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 14, 2009 there were 3,890,000 shares of $0.001 par value common stock outstanding.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
TARI INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2009
(Stated in US Dollars)
(Unaudited)
TARI INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
June 30, 2009 and March 31, 2009
(Stated in US Dollars)
(Unaudited)
| June 30, | March 31, | |||||||
| ASSETS | 2009 | 2009 | ||||||
| Current | ||||||||
| Cash | $ | 1,027 | $ | 117 | ||||
| LIABILITIES | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities – Note 4 | $ | 46,512 | $ | 35,006 | ||||
| Advances payable – Note 3 | 5,300 | 5,300 | ||||||
| Due to related party – Note 5 | 125,043 | 120,043 | ||||||
| 176,855 | 160,349 | |||||||
| STOCKHOLDERS’ DEFICIENCY | ||||||||
| Preferred stock, $0.001 par value | ||||||||
| 10,000,000 shares authorized, none outstanding | ||||||||
| Common stock, $0.001 par value | ||||||||
| 100,000,000 shares authorized | ||||||||
| 3,890,000 (March 31, 2009: 3,890,000) shares issued | 3,890 | 3,890 | ||||||
| Additional paid-in capital | 95,384 | 95,384 | ||||||
| Deficit accumulated during the pre-exploration stage | (275,102 | ) | (259,506 | ) | ||||
| (175,828 | ) | (160,232 | ) | |||||
| $ | 1,027 | $ | 117 | |||||
Nature of Operations and Ability to Continue as a Going Concern – Note 2
SEE ACCOMPANYING NOTES
TARI INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three months ended June 30, 2009 and 2008 and
for the period from May 2, 2001 (Date of Inception) to June 30, 2009
(Stated in US Dollars)
(Unaudited)
| (Cumulative) May 2, 2001 (Date of Inception) to June 30, | |||||||||||
| Three months ended June 30, | |||||||||||
| 2009 | 2008 | 2009 | |||||||||
| Expenses | |||||||||||
| Audit and accounting fees | $ | 11,506 | $ | 9,850 | $ | 97,180 | |||||
| Bank charges | 73 | 94 | 1,672 | ||||||||
| Consulting fees | - | - | 20,500 | ||||||||
| Interest expense | - | - | 4,774 | ||||||||
| Legal fees | - | - | 31,668 | ||||||||
| Management fees – Note 4 | 1,500 | 1,500 | 30,000 | ||||||||
| Mineral lease costs | - | - | 48,637 | ||||||||
| Office expenses | - | 50 | 11,357 | ||||||||
| Transfer agent and filing fees | 2,517 | 943 | 44,674 | ||||||||
| Net loss before other item | (15,596 | ) | (12,437 | ) | (290,462 | ) | |||||
| Other item | |||||||||||
| Debt forgiven | - | - | 15,360 | ||||||||
| Net loss for the period | $ | (15,596 | ) | $ | (12,437 | ) | $ | (275,102 | ) | ||
| Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | |||||
| Weighted average number of shares outstanding | 3,890,000 | 3,890,000 | |||||||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
TARI INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period from May 2, 2001 (Date of Inception) to June 30, 2009
(Stated in US Dollars)
(Unaudited)
| Deficit | |||||||||||||||
| Accumulated | |||||||||||||||
| Additional | During the | ||||||||||||||
| Common Shares | Paid-in | Pre-exploration | |||||||||||||
| Number | Par Value | Capital | Stage | Total | |||||||||||
| Capital stock issued for cash– at $0.01 | 2,500,000 | $ | 2,500 | $ | 22,500 | $ | - | $ | 25,000 | ||||||
| Net loss for the period ended March 31,2002 | - | - | - | (39,696 | ) | (39,696 | ) | ||||||||
| Balance, March 31, 2002 | 2,500,000 | 2,500 | 22,500 | (39,696 | ) | (14,696 | ) | ||||||||
| Capital stock subscribed pursuant to an offering memorandum for cash – at $0.05 | 1,390,000 | 1,390 | 68,110 | - | 69,500 | ||||||||||
| Net loss for the year ended March 31, 2003 | - | - | - | (27,653 | ) | (27,653 | ) | ||||||||
| Balance, March 31, 2003 | 3,890,000 | 3,890 | 90,610 | (67,349 | ) | 27,151 | |||||||||
| Net loss for the year ended March 31, 2004 | - | - | - | (17,858 | ) | (17,858 | ) | ||||||||
| Balance, March 31, 2004 | 3,890,000 | 3,890 | 90,610 | (85,207 | ) | 9,293 | |||||||||
| Net loss for the year ended March 31, 2005 | - | - | - | (24,235 | ) | (24,235 | ) | ||||||||
| Balance, March 31, 2005 | 3,890,000 | 3,890 | 90,610 | (109,442 | ) | (14,942 | ) | ||||||||
| Net loss for the year ended March 31, 2006 | - | - | - | (38,388 | ) | (38,388 | ) | ||||||||
| Balance, March 31, 2006 | 3,890,000 | 3,890 | 90,610 | (147,830 | ) | (53,330 | ) | ||||||||
| Interest contributed | - | - | 4,774 | - | 4,774 | ||||||||||
| Net loss for the year ended March 31, 2007 | - | - | - | (42,022 | ) | (42,022 | ) | ||||||||
| Balance, March 31, 2007 | 3,890,000 | 3,890 | 95,384 | (189,852 | ) | (90,578 | ) | ||||||||
| Net loss for year ended March 31, 2008 | - | - | - | (40,603 | ) | (40,603 | ) | ||||||||
| Balance, March 31, 2008 | 3,890,000 | 3,890 | 95,384 | (230,455 | ) | (131,181 | ) | ||||||||
| Net loss for the year ended March 31, 2009 | - | - | - | (29,051 | ) | (29,051 | ) | ||||||||
| Balance, March 31, 2009 | 3,890,000 | 3,890 | 95,384 | (259,506 | ) | (160,232 | ) | ||||||||
| Net loss for the period ended June 30, 2009 | - | - | - | (15,596 | ) | (15,596 | ) | ||||||||
| Balance, June 30, 2009 | 3,890,000 | $ | 3,890 | $ | 95,384 | $ | (275,102 | ) | $ | (175,828 | ) | ||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
TARI INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for three months ended June 30, 2009 and 2008 and
for the period from May 2, 2001 (Date of Inception) to June 30, 2009
(Stated in US Dollars)
(Unaudited)
| (Cumulative) | |||||||||||
| May 2, | |||||||||||
| 2001 (Date of | |||||||||||
| Three months ended | Inception) to | ||||||||||
| June 30 | June 30, | ||||||||||
| 2009 | 2008 | 2009 | |||||||||
| Cash Flows used in Operating Activities | |||||||||||
| Net loss for the period | $ | (15,596 | ) | $ | (12,437 | ) | $ | (275,102 | ) | ||
| Add (deduct) items not involving cash: | |||||||||||
| Interest expense | - | - | 4,774 | ||||||||
| Debt forgiven | - | - | (15,360 | ) | |||||||
| Change in non-cash working capital items related to operations: | |||||||||||
| Accounts payable and accrued liabilities | 11,506 | 6,671 | 61,872 | ||||||||
| (4,090 | ) | (5,766 | ) | (223,816 | ) | ||||||
| Cash Flows provided by Financing Activities | |||||||||||
| Proceeds from shares issued | - | - | 94,500 | ||||||||
| Increase in advance payable | - | - | 5,300 | ||||||||
| Due to related party | 5,000 | 6,900 | 125,043 | ||||||||
| 5,000 | 6,900 | 224,843 | |||||||||
| Increase in cash during the period | 910 | 1,134 | 1,027 | ||||||||
| Cash, beginning of the period | 117 | 709 | - | ||||||||
| Cash, end of the period | $ | 1,027 | $ | 1,843 | $ | 1,027 | |||||
SEE ACCOMPANYING NOTES
TARI INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2009
(Stated in US Dollars)
(Unaudited)
Note 1
Nature of Operations
The Company is in the development stage as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7“Accounting and Reporting by Development Stage Enterprises” and has not yet realized any revenues from its planned operations. The Company is in the pre-exploration stage and is investigating projects and potential acquisition opportunities to acquire and explore mineral properties.
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2009, the Company had an accumulated deficit of $275,102 (March 31, 2009 - $259,506) since its inception, has a working capital deficit of $175,828 (March 31, 2009 - $160,232) and expects to incur further losses in the development of its business, all of which casts substantial d oubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.
The Company was incorporated in the State of Nevada, United States of America on May 2, 2001.
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2009. The interim results are not necessarily indicative of the operating results expected for the fiscal year ending on March 31, 2010. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.
Note 2
Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgement. Actual results may vary from these estimates.
The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:
Pre-exploration Stage Company
The Company complies with Financial Accounting Standard Board Statement No. 7 and the Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as pre-exploration stage.
Mineral Property Costs
Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS 144,“Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.
Income Taxes
The Company uses the assets and liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes”. Under the assets and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”. The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. Specifically, the pronouncement prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions. The interpretation is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a m aterial impact on the Company’s financial position, results of operations or cash flows.
Basic and Diluted Loss Per Share
The Company reports basic loss per share in accordance with the SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. Diluted loss per share is the same as basic loss per shar e in the periods presented as the effects of potential common stock equivalents are anti-diluted.
Financial Instruments
The carrying value of cash, accounts payable and accrued liabilities, advances payable and due to related party approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Note 2
Summary of Significant Accounting Policies – (cont’d)
Staff Accounting Bulletin No. 108 (“SAB 108”)
In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”). Due to diversity in practice among registrants, SAB 108 expressed SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 is effective for fiscal years ending after November 15, 2006. SAB 108 did not have a material impact on the Company’s financial position or results from operations.
New Accounting Standards
Recently adopted accounting pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements. The Statement is to be partially effective for the Company’s financial statements issued for its fiscal year beginning April 1, 2008. This Statement did not have an impact on the Company’s financial position or results of operations.
On February 15, 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for the Company’s financial statements issued for its fiscal year beginning April 1, 2008. This Statement did not have an impact on the Company’s financial position or results of operations.
Recent Accounting Pronouncements Not Yet Adopted
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. The standard requires all entities to report non-controlling (minority) interests as equity in consolidated financial statements. SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and non-controlling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. The Company does not expect there to be any significant impact on its financial position, cash flows and results of operations.
Note 2
Summary of Significant Accounting Policies – (cont’d)
New Accounting Standards – (cont’d)
Recent Accounting Pronouncements Not Yet Adopted – (cont’d)
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not expect there to be any significant impact of adopting SFAS 162 on its financial position, cash flows and results of operations.
In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of FSP APB 14-1 are not addressed by the existing APB 14. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This requires an allocation of the convertible debt proceeds between the liability co mponent and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component will be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. FSP APB 14-1 is effective for the Company’s fiscal year beginning April 1, 2009 and will be applied retrospectively to all periods presented. The Company does not expect there to be any significant impact on its financial position, cash flows and results of operations.
In June 2008, the FASB ratified the consensus reached on EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock.” EITF Issue No. 07-05 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under SFAS No. 133. EITF Issue No. 07-05 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption for existing instruments is not permitted. The Company does not believe that the pending adoption of EITF Issue No. 07-05 will have a material effect on the Company’s financial statements
Note 2
Summary of Significant Accounting Policies – (cont’d)
New Accounting Standards – (cont’d)
Recent Accounting Pronouncements Not Yet Adopted – (cont’d)
On May 28, 2009, The Financial Accounting Standards Board (FASB) issued FASB Statement No. 165, Subsequent Events (“FSAB 165”). This Statement is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. FSAB 165 is effective for interim and annual periods ending after June 15, 2009. FSAB 165 is not expected to have any impact on the Company 6;s financial position or results from operations.
Note 3
Advances Payable
The advances payable to a non-related party are unsecured, non-interest bearing and have no specific terms for repayment.
Note 4
Related Party Transactions
The Company was charged the following by a director of the Company:
| (Cumulative) | |||||||||
| May 2, | |||||||||
| 2001 (Date of | |||||||||
| Three months ended June 30, | Inception) to | ||||||||
| June 30, | |||||||||
| 2009 | 2008 | 2009 | |||||||
| Management fees | $ | 1,500 | $ | 1,500 | $ | 30,000 | |||
Included in accounts payable and accrued liabilities at June 30, 2009 is $30,000 (March 31, 2009: $28,500) of unpaid management fees due to a director of the Company.
Note 5
Due to Related Party
The amount due to related party, the director of the Company, consists of unpaid advances. The amount due is unsecured, non-interest bearing and has no specific terms for repayment.
Subsequent to June 30, 2009, the director of the Company advanced $13,150 to the Company. The advance is unsecured, non-interest bearing and has no specific terms of repayment.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We un dertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Plan of Operation
Our plan of operation for the twelve months following the date of this report is to investigate projects and potential acquisition opportunities. We are continuing to review potential acquisitions in the resource sector, as well as opportunities outside of the resource sector. Currently, we are in the process of completing a due diligence investigation of various acquisition opportunities. However, there is no guarantee that we will be able to reach any agreement in this regard.
In addition, we anticipate spending $18,000 on professional fees and $11,000 on administrative expenses.
Excluding any possible mineral property payments and exploration costs, total expenditures over the next 12 months are therefore expected to be $29,000. Our cash on hand at March 31, 2009 was $117. Accordingly, we will need to raise additional funds in order to meet our expected expenses. We do not currently have any arrangements for raising additional funding, except for getting advances from the sole director
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.
Results of Operations for the three months ended June 30, 2009
We incurred a net loss of $15,596 for the three months period ended June 30, 2009, as compared to a loss of $12,437 in the same period in 2008. The increase of loss for the current period was due to the increased audit fees for the year ended March 31, 2009 and increased transfer agent and filing fees during the current period. The president charges the Company $500 per month on a month by month basis ($1,500 for the period of April 1, 2009 to June 30, 2009). As at June 30, 2009, we had cash on hand of $1,027. Our liabilities for the same period totalled $176,855 and consisted of accounts payable of $46,512, advances payable of $5,300 and $125,043 due to our president.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not required for Smaller Reporting Companies
Item 4T.
Controls and Procedures
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our principal executive and principal financial officer, the effectiveness of our internal control over financial reporting as of June 30, 2009.
Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management, with the participation of our principal executive and principal financial officer concluded that our internal control over financial reporting was effective as of June 30, 2009.
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistakes. Controls can also be circumvented by the individual acts of some persons, or by collusion of two or more people. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
Item 1A.
Risk Factors
Not applicable.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3.
Defaults upon Senior Securities
None.
Item 4.
Submission of Matters to a Vote of Security Holders
None.
Item 5.
Other Information
None.
Item 6.
Exhibits
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Tari Inc.
/s/ Theodore Tsagkaris
Theodore Tsagkaris
President, Secretary, Treasurer
Chief Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
Dated: August 14, 2009
Exhibit 31.1
CERTIFICATION
I, Theodore Tsagkaris, President and Chief Executive Officer of Tari Inc., certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Tari Inc.;
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 14, 2009
/s/ Theodore Tsagkaris
--------------------------------
Theodore Tsagkaris
President, C.E.O. and Director
(Principal Executive Officer)
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tari Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 14, 2009
/s/ Theodore Tsagkaris
--------------------------------
Theodore Tsagkaris
President, C.E.O. and Director
(Principal Executive Officer)
(Principal Financial Officer)
